Common use of Trust Fund Clause in Contracts

Trust Fund. As of April 4, 2023, Parent has at least $20.3 million in the trust fund established by Parent for the benefit of its public stockholders (the “Trust Fund”) in a trust account(the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx Bank, N.A., and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December 22, 2020, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Parent holding shares of Parent Common Stock sold in Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock pursuant to Parent’s amended and restated certificate of incorporation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporation. Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation).

Trust Fund. As of April 4, 2023the date of this Agreement, Parent has at least US $20.3 million 31,936,144.71 in the trust fund established by Parent for the benefit of its public stockholders shareholders (the “Trust Fund”) in a trust account(the account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx Bank, N.A.), and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December 22October 6, 20202021, between Parent and the Trustee (as amended, the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s organizational documents. The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders public shareholders of Parent holding shares of Parent Common Stock Class A Ordinary Shares sold in Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock Class A Ordinary Shares pursuant to Parent’s amended and restated certificate of incorporationthe Parent Articles) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporationthe Parent Articles. Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Parent, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate or that would entitle any Person (other than holders of Purchaser Class A Common Stock who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to the Purchaser’s organizational documents to any portion of the proceeds in the Trust Account prior to the closing of a “Business Combination”, as such term is defined in the Parent’s Articles). Since February 1November 13, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, Time and subject to the approval by Parent and the holders of Parent Common Stock Shares of the Amended Parent CharterCertificate of Incorporation, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation the Parent Articles shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation the Parent Articles to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder shareholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder a Parent’s public shareholder shall have elected to tender its shares of Parent Common Stock Class A Ordinary Shares for redemption pursuant to Parent’s amended and restated certificate of incorporation the Parent Articles (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporationthe Parent Articles).

Trust Fund. As of April 4, 2023the date of this Agreement, Parent has at least $20.3 million 57,383,990 in the trust fund established by Parent for the benefit of its public stockholders (the “Trust Fund”) in a trust account(the account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx HSBC Bank, N.A., and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December 22August 12, 20202021, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Parent holding shares of Parent Common Stock sold in Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock pursuant to Parent’s amended and restated certificate of incorporation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporation. The Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation).

Trust Fund. As of April 4, 2023the date of this Agreement, Parent has at least $20.3 million 120,750,000 in the trust fund established by Parent for the benefit of its public stockholders (the “Trust Fund”) in a trust account(the account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. X.X. Xxxxxx Cxxxx Xxxxx Bank, N.A., and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December 22August 11, 2020, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Parent holding shares of Parent Common Stock Class A Shares sold in Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock Class A Shares pursuant to Parent’s amended and restated certificate of incorporation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporation. The Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation).

Trust Fund. As of April 4, 2023the date of this Agreement, Parent has at least $20.3 million 160,036,712 in the trust fund established by Parent for the benefit of its public stockholders (the “Trust Fund”) in a trust account(the account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx Bank, N.A., and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December 22August 3, 2020, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Parent Shareholders holding shares of Parent Common Stock Ordinary Shares sold in Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock Ordinary Shares pursuant to Parent’s amended and restated certificate memorandum and articles of incorporationassociation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be be, and none of such have been, released except in accordance with the Trust Agreement and Parent’s amended and restated certificate memorandum and articles of incorporationassociation. Parent has performed all material obligations required to be performed by it to date under, under the Trust Agreement and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1Upon the consummation of the transactions contemplated hereby, 2023, Parent has not released any money including the distribution of assets from the Trust Account Account, (other than as permitted by the Trust Agreement). As a) in respect of the Effective Time, subject deferred underwriting commissions or Taxes or (b) to the approval by Parent and the holders of Parent Common Stock of the Amended Ordinary Shares who have elected to redeem their Parent Charter, (i) the obligations of Parent to dissolve or liquidate Ordinary Shares pursuant to Parent’s amended and restated certificate memorandum and articles of incorporation shall terminateassociation, each in accordance with the terms of and (ii) as set forth in the Trust Agreement, Parent shall have no further obligation whatsoever pursuant to under either the Trust Agreement or Parent’s amended and restated certificate of incorporation organizational documents to dissolve and liquidate the or distribute any assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from held in the Trust Account except to Account, and the extent such stockholder Trust Agreement shall have elected to tender terminate in accordance with its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation)terms.

Trust Fund. (a) As of April 4, 2023the date hereof, Parent has at least $20.3 million 112,865,060 invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 in a trust fund established account administered by Parent for the benefit of its public stockholders Continental (the “Trust Fund”) in a trust account(the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx Bank), N.A., and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the that certain Investment Management Trust Agreement by and between Parent and Continental, dated as of December 22March 23, 2020, between Parent and the Trustee 2015 (the “Trust Agreement”). The Trust Fund shall be utilized in accordance with Section 7.20 hereof and the Trust Agreement. (b) The Trust Agreement is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the Enforceability Exceptions, and has not been amended or modifiedavailability of equitable remedies. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) (i) between Parent and Continental that would cause the description of the Trust Agreement in the Parent SEC Documents Reports to be inaccurate in any material respect or (ii) to the knowledge of Parent, that would entitle any Person (other than stockholders of Parent holding shares of Parent Common Stock sold in Parent’s IPO initial public offering who shall have elected to redeem their shares of shares of Parent Common Stock pursuant to Parent’s amended Amended and restated certificate Restated Certificate of incorporationIncorporation) to any portion of the proceeds in the Trust AccountFund. Prior to the Closing, none of the funds held in the Trust Account Fund may be released except (A) to pay income and franchise taxes from any interest income earned in the Trust Fund and (B) to redeem shares of Parent Common Stock in accordance with the provisions of Parent’s Amended and Restated Certificate of Incorporation. There are no Legal Proceedings pending or, to the knowledge of Parent, threatened in writing with respect to the Trust Fund. (c) Parent has made available to the Company true, correct and complete copies of the executed and delivered Trust Agreement. The Trust Agreement and Parent’s has not been amended and restated certificate of incorporation. or modified, no such amendment or modification is contemplated by Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge knowledge of Parent, the obligations and the commitments contained therein have not been withdrawn or rescinded in any respect. The Trust Agreement is in full force and effect as of the date hereof. The Trust Agreement constitutes the legal, valid and binding obligations of Parent and, to the knowledge of Parent, the other parties thereto. As of the date hereof, no event has occurred which, with due notice or without notice, lapse of time or both, would or would reasonably be expected to constitute such a material default thereunderor breach under the Trust Agreement on the part of Parent or its Subsidiaries or, to the knowledge of Parent, any other parties thereto. There are no claims side letters or proceedings pending with respect other agreements, contracts or arrangements to which Parent or any of its Affiliates is a party related to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted transactions contemplated by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation).

Trust Fund. As of April 4, 2023the date of this Agreement, Parent has at least $20.3 million 57,339,200 in the trust fund established by Parent for the benefit of its public stockholders (the “Trust Fund”) in a trust account(the account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. X.X. Xxxxxx Cxxxx Xxxxx Bank, N.A., and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December 22August 12, 20202021, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Parent holding shares of Parent Common Stock sold in Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock pursuant to Parent’s amended and restated certificate of incorporation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporation. The Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation).

Trust Fund. As of April 4, 2023the day immediately prior to the date of this Agreement, Parent has at least $20.3 million $28,990,232.20 in the trust fund established by Parent for the benefit of its public stockholders (the “Trust Fund”) in a trust account(the account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx BankCitibank, N.A., and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee in cash pursuant to the Investment Management Trust Agreement dated as of December 226, 20202021, as amended, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Parent holding shares of Parent Common Stock sold in Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock pursuant to Parent’s amended and restated certificate of incorporation, as amended) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporation, as amended. Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation).

Trust Fund. As of April 4the date of this Agreement, 2023, the Parent has at least $20.3 million 37,000,000 (including the Deferred Underwriting Amount) in the trust fund established by the Parent for the benefit of its public stockholders shareholders (the “Trust Fund”) in a trust account(the “Trust Account”) United States-based account located in the United States maintained by Continental Stock Transfer & Trust Company Company, LLC (the “Trustee”) at J.X. Xxxxxx Cxxxx Bank, N.A.acting as trustee (the “Trust Account”), and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December 22, 2020, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or written, unwritten, express or implied) that would cause the description of the Investment Management Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or or, to the Purchaser Parties’ knowledge, that would entitle any Person (other than stockholders of the public shareholders holding Parent holding shares of Parent Common Stock Class A Ordinary Shares sold in the Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock Class A Ordinary Shares pursuant to the Parent’s amended Organizational Documents and restated certificate the underwriters of incorporationthe IPO with respect to the Deferred Underwriting Amount) to any portion of the proceeds funds in the Trust Account, except as otherwise disclosed. Prior to the Closing, none of the funds held in the Trust Account may are permitted to be released released, except in accordance with the circumstances described in the Organizational Documents of the Parent and the Investment Management Trust Agreement and Parent’s amended and restated certificate of incorporationAgreement. The Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, with the Investment Management Trust Agreement, and, to the Knowledge knowledge of the Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There As of the date of this Agreement, there are no claims or proceedings pending with respect to the Trust Account, except as disclosed in the Parent SEC Documents. Since February 1the consummation of the Parent’s IPO, 2023, the Parent has not released any money from the Trust Account (other than as permitted by the Investment Management Trust AgreementAgreement and the IPO Prospectus, including in connection with the Parent Shares Redemption). As of Except as otherwise agreed upon by the Effective Time, subject to the approval by Parent Company and the holders of Parent Common Stock of the Amended Parent CharterPurchaser, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of upon the consummation of the transactions contemplated by this Agreement. Following hereby, the Effective Time, Parent shall have no stockholder of Parent (other than further obligation under either the underwriters Trust Agreement or the Organizational Documents of the IPO Parent to liquidate or Authority for Taxes) shall be entitled to receive distribute any amount from assets held in the Trust Account except to Account, and the extent such stockholder Trust Agreement shall have elected to tender terminate in accordance with its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation)terms.

Trust Fund. As of April 4, 2023the date of this Agreement, Parent has at least approximately $20.3 million 73,500,000 in the trust fund established by Parent for the benefit of its public stockholders (the “Trust Fund”) in a trust account(the account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. X.X. Xxxxxx Cxxxx Xxxxx Bank, N.A., and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December 22October 7, 2020, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Parent holding shares of Parent Common Stock sold in Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock pursuant to Parent’s amended and restated certificate of incorporation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporation. The Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation).

Trust Fund. As of April 4, 2023the date of this Agreement, Parent has at least $20.3 51.1 million in the trust fund established by Parent for the benefit of its public stockholders shareholders (the “Trust Fund”) in a trust account(the account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx Bank, N.A.), and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December 22January 12, 20202022 and amended on July 13, 2023, between Parent and the Trustee (as amended, the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders public shareholders of Parent holding shares of Parent Common Stock Class A Ordinary Shares sold in Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock Class A Ordinary Shares pursuant to Parent’s amended and restated certificate of incorporationthe Parent Articles) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporationthe Parent Articles. Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1July 26, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, Time and subject to the approval by Parent and the holders of Parent Common Stock Shares of the Amended Parent CharterCertificate of Incorporation, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation the Parent Articles shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation the Parent Articles to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder shareholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder a Parent’s public shareholder shall have elected to tender its shares of Parent Common Stock Class A Ordinary Shares for redemption pursuant to Parent’s amended and restated certificate of incorporation the Parent Articles (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporationthe Parent Articles).

Trust Fund. As of April 4, 2023the date of this Agreement, Parent has at least $20.3 million 116,725,000 in the trust fund established by Parent for the benefit of its public stockholders (the “Trust Fund”) in a trust account(the account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx Bank, N.A., and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December 226, 20202021, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Parent holding shares of Parent Common Stock sold in Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock pursuant to Parent’s amended and restated certificate of incorporation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporation. The Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation).

Trust Fund. As of April 4the date of this Agreement, 2023, the Parent has at least $20.3 million 60,000,000 in the trust fund established by the Parent for the benefit of its public stockholders shareholders (the “Trust Fund”) in a trust account(the “Trust Account”) United States-based account located in the United States maintained by Continental Stock Transfer & Trust Company Company, LLC (the “Trustee”) at J.X. Xxxxxx Cxxxx Bank, N.A.acting as trustee (the “Trust Account”), and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December 22, 2020, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or written, unwritten, express or implied) that would cause the description of the Investment Management Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or or, to Parent’s actual knowledge, that would entitle any Person (other than stockholders of the public shareholders holding Parent holding shares of Parent Common Stock Class A Ordinary Shares sold in the Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock Class A Ordinary Shares pursuant to the Parent’s amended Organizational Documents and restated certificate the underwriters of incorporationthe IPO with respect to the Deferred Underwriting Amount) to any portion of the proceeds funds in the Trust Account, except as otherwise disclosed. Prior to the Closing, none of the funds held in the Trust Account may are permitted to be released released, except in accordance with the circumstances described in the Organizational Documents of the Parent and the Investment Management Trust Agreement and Parent’s amended and restated certificate of incorporationAgreement. The Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, with the Investment Management Trust Agreement, and, to the Knowledge actual knowledge of the Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There As of the date of this Agreement, there are no claims or proceedings pending with respect to the Trust Account, except as disclosed in the Parent SEC Documents. Since February 1the consummation of the Parent’s IPO, 2023, the Parent has not released any money from the Trust Account (other than as permitted by the Investment Management Trust AgreementAgreement and the IPO Prospectus, including in connection with the Parent Shares Redemption). As of Except as otherwise agreed upon by the Effective Time, subject to the approval by Parent Company and the holders of Parent Common Stock of the Amended Parent CharterPurchaser, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of upon the consummation of the transactions contemplated by this Agreement. Following hereby, the Effective Time, Parent shall have no stockholder of Parent (other than further obligation under either the underwriters Trust Agreement or the Organizational Documents of the IPO Parent to liquidate or Authority for Taxes) shall be entitled to receive distribute any amount from assets held in the Trust Account except to Account, and the extent such stockholder Trust Agreement shall have elected to tender terminate in accordance with its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation)terms.

Trust Fund. As of April 4, 2023the date of this Agreement, Parent has at least $20.3 million 126,717,311 in the trust fund established by Parent for the benefit of its public stockholders (the “Trust Fund”) in a trust account(the account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx Bank, N.A., located in the United States and such monies are invested in “specified U.S. government securities” (as such term is defined treasury bills or in the Investment Company Act of 1940) specified money market fund and held in trust by the Trustee pursuant to the Investment Management Trust Agreement trust agreement dated as of December 22, 2020the date of the Prospectus, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Parent holding shares of Parent Class A Common Stock sold in Parent’s the IPO who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to Parent’s amended and restated certificate of incorporation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporation. Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation).

Trust Fund. As of April 4, 2023the date of this Agreement, Parent has at least $20.3 million 10,000,000 in the trust fund established by Parent for the benefit of its public stockholders (the “Trust Fund”) in a trust account(the account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx Bank, N.A., and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December 228, 2020, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Parent holding shares of Parent Common Stock Class A Shares sold in Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock Class A Shares pursuant to Parent’s amended and restated certificate of incorporation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporation. The Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation).

Trust Fund. As of April 4December 29, 2023, Parent has at least $20.3 million 77,225,243.39 in the trust fund established by Parent for the benefit of its public stockholders (the “Trust Fund”) in a trust account(the account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx Bank, N.A., located in the United States and such monies are invested in “specified U.S. government securities” (as such term is defined treasury bills or in the Investment Company Act of 1940) specified money market fund and held in trust by the Trustee pursuant to the Investment Management Trust Agreement trust agreement dated as of December 22, 2020the date of the Prospectus, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Parent holding shares of Parent Common Stock sold in Parent’s the IPO who shall have elected to redeem their shares of Parent Common Stock pursuant to Parent’s amended and restated certificate of incorporation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporation. Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation).

Trust Fund. As of April 4, 2023the day immediately prior to the date of this Agreement, Parent has at least $20.3 million 28,836,954.89 in the trust fund established by Parent for the benefit of its public stockholders (the “Trust Fund”) in a trust account(the account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx BankCitibank, N.A., and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee in cash pursuant to the Investment Management Trust Agreement dated as of December 226, 20202021, as amended, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Parent holding shares of Parent Common Stock sold in Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock pursuant to Parent’s amended and restated certificate of incorporation, as amended) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporation, as amended. Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation).

Trust Fund. As of April 4, 2023the date of this Agreement, Parent has at least approximately $20.3 23.87 million in the trust fund account established by Parent for the benefit of its public stockholders shareholders (the “Trust Fund”) in a trust account(the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx Bank), N.A., and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December 2217, 20202021, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modifiedmodified except as set forth in the Parent SEC Documents. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders public shareholders of Parent holding shares of Parent Common Stock Class A Ordinary Shares sold in Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock Class A Ordinary Shares pursuant to Parent’s amended and restated certificate of incorporationthe Parent Articles) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporationthe Parent Articles. Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1June 27, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation the Parent Articles shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation the Parent Articles to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder shareholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder a Parent’s public shareholder shall have elected to tender its shares of Parent Common Stock Class A Ordinary Shares for redemption pursuant to Parent’s amended and restated certificate of incorporation the Parent Articles (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporationthe Parent Articles).

Trust Fund. As of April 4, 2023the date of this Agreement, Parent has at least $20.3 75 million in the trust fund established by Parent for the benefit of its public stockholders shareholders (the “Trust Fund”) in a trust account(the account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx Bank, N.A.), and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December 22March 28, 20202023, between Parent and the Trustee (as amended, the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s organizational documents. The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders public shareholders of Parent holding shares of Parent Class A Common Stock sold in Parent’s IPO who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to Parent’s amended and restated certificate of incorporationthe Parent Articles) to any portion of the proceeds in the Trust AccountAccount prior to the closing of a “Business Combination”, as such term is defined in the Parent’s Articles]. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporationthe Parent Articles. Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of Parent, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. Since February 1March 28, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, Time and subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent CharterCertificate of Incorporation, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation the Parent Articles shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation the Parent Articles to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder shareholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder a Parent’s public shareholder shall have elected to tender its shares of Parent Class A Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation the Parent Articles (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporationthe Parent Articles).

Trust Fund. As of April 4, 2023the date of this Agreement, Parent has at least $20.3 97 million in the trust fund account established by Parent for the benefit of its public stockholders (the “Trust Fund”) in a trust account(the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx Bank), N.A., and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December September 22, 20202022, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modifiedmodified except as set forth in the Parent SEC Documents. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than public stockholders of Parent holding shares of Parent Class A Common Stock sold in Parent’s IPO who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to Parent’s amended and restated certificate of incorporationthe Parent Charter) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporationthe Parent Charter. Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation the Parent Charter shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation the Parent Charter to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such a Parent’s public stockholder shall have elected to tender its shares of Parent Class A Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation the Parent Charter (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporationthe Parent Charter).

Trust Fund. As of April 4the date of this Agreement, 2023, Parent SPAC has at least approximately $20.3 1.04 million in the trust fund established by Parent SPAC for the benefit of its public stockholders shareholders (the “Trust Fund”) in a trust account(the account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. X.X. Xxxxxx Cxxxx Xxxxx Bank, N.A., and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December 228, 20202021, between Parent SPAC and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SPAC SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders shareholders of Parent SPAC holding shares of Parent Common Stock SPAC Class A Ordinary Shares sold in ParentSPAC’s IPO who shall have elected to redeem their shares of Parent SPAC Common Stock pursuant to Parent’s amended and restated certificate of incorporationthe SPAC Articles) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporationthe SPAC Articles. Parent SPAC has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge knowledge of ParentSPAC, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation).

Trust Fund. As of April 4, 2023the date of this Agreement, Parent has at least $20.3 million 116,150,000 in the trust fund established by Parent for the benefit of its public stockholders (the “Trust Fund”) in a trust account(the account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx Bank, N.A., located in the United States and such monies are invested in “specified U.S. government securities” (as such term is defined treasury bills or in the Investment Company Act of 1940) specified money market fund and held in trust by the Trustee pursuant to the Investment Management Trust Agreement trust agreement dated as of December 22, 2020the date of the Prospectus, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Parent holding shares of Parent Common Stock sold in Parent’s the IPO who shall have elected to redeem their shares of Parent Common Stock pursuant to Parent’s amended and restated certificate of incorporation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporation. Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation).

Trust Fund. As of April 4, 2023the date of this Agreement, Parent has at least $20.3 million 88,377,228.60 in the trust fund established by Parent for the benefit of its public stockholders shareholders (the “Trust Fund”) in a trust account(the “Trust Account”) and maintained by Continental Stock Transfer & Trust Company Company, LLC (the “Trustee”) at J.X. Xxxxxx Cxxxx Bank, N.A.acting as trustee (the “Trust Account”), and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December 22, 2020, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or written, unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or or, to the Parent Parties’ knowledge, that would entitle any Person (other than stockholders of Parent holding shares of Parent Common Stock sold in Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock pursuant to Parent’s amended and restated certificate of incorporation) to any portion of the proceeds funds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may are permitted to be released released, except in accordance with the circumstances described in the Organizational Documents of Parent and the Trust Agreement and Parent’s amended and restated certificate of incorporationAgreement. Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, with the Trust Agreement, and, to the Knowledge knowledge of Parentthe Parent Parties, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There As of the date of this Agreement, there are no claims or proceedings Proceedings pending with respect to the Trust Account. Since February 117, 20232022, Parent has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of Upon the consummation of the transactions contemplated by this Agreement. Following hereby, the Effective Time, Parent Parties shall have no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from further obligation under either the Trust Account except Agreement or their Organizational Documents to liquidate or distribute any assets held in the extent such stockholder Trust Account, and the Trust Agreement shall have elected to tender terminate in accordance with its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation)terms.

Trust Fund. (a) As of April 4, 2023the date hereof, Parent has at least approximately $20.3 280 million invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 in a trust fund established by Parent for the benefit of its public stockholders account (the “Trust Fund”) in a trust account(the “Trust Account”) maintained administered by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx BankAST&T, N.A., and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the that certain Investment Management Trust Agreement by and between Parent and AST&T, dated as of December November 22, 2020, between Parent and the Trustee 2021 (the “Trust Agreement”). The Trust Fund shall be utilized in accordance with Section 5.10 hereof and the Trust Agreement. (b) The Trust Agreement has not been amended or modified and is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the Enforceability Exceptionsavailability of equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder, and has there does not been amended exist under the Trust Agreement any event which, with the giving of notice or modifiedthe lapse of time, would constitute such a breach or default by Parent or, to Parent’s Knowledge, the trustee under the Trust Agreement. There are no separate agreementsContractual Obligations, side letters or other agreements or understandings (whether written or unwritten, express or implied): (i) between Parent and AST&T that would cause the description of the Trust Agreement in the Parent SEC Documents Reports to be inaccurate in any material respect respect; or (ii) to Parent’s Knowledge, that would entitle any Person (other than stockholders of Parent holding shares of Parent Common Stock sold in Parent’s IPO initial public offering who shall have elected to redeem their shares of Parent Common Stock pursuant to Parent’s amended and restated certificate of incorporationCharter Documents) to any portion of the proceeds in the Trust AccountFund, except as described in the Parent SEC Reports. Prior to the Closing, none of the funds held in the Trust Account Fund may be released except except: (A) interest income earned on the Trust Fund to pay taxes; and (B) to redeem Parent Common Stock in accordance with the Trust Agreement and provisions of Parent’s amended and restated certificate of incorporation. Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunderCharter Documents. There are no claims or proceedings Actions pending or, to Parent’s Knowledge, threatened in writing with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation)Fund.

Trust Fund. As of April 4, 2023the date of this Agreement, Parent has at least $20.3 million 201,200,000 in the trust fund established by Parent for the benefit of its public stockholders (the “Trust Fund”) in a trust account(the account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. X.X. Xxxxxx Cxxxx Xxxxx Bank, N.A., and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement Agreement, dated as of December 22February 16, 20202021, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Parent holding shares of Parent Common Stock Class A Shares sold in Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock Class A Shares pursuant to Parent’s amended and restated certificate the Parent Certificate of incorporationIncorporation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate the Parent Certificate of incorporationIncorporation. The Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation).

Trust Fund. As of April 4, 2023the date of this Agreement, Parent has at least $20.3 million 57,500,000 in the trust fund established by Parent for the benefit of its public stockholders (the “Trust Fund”) in a trust account(the account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. X.X. Xxxxxx Cxxxx Xxxxx Bank, N.A., and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December 2215, 2020, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Parent holding shares of Parent Common Stock Class A Shares sold in Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock Class A Shares pursuant to Parent’s amended and restated certificate the Parent Certificate of incorporationIncorporation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate the Parent Certificate of incorporationIncorporation. The Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation).

Trust Fund. As of April 4, 2023the Agreement Date and immediately prior to the Closing, Parent has at least and will have no less than $20.3 million 254,350,000 invested in United States Government securities or money market funds meeting the trust fund established by Parent for conditions under Rule 2a-7(d) promulgated under the benefit Investment Company Act of its public stockholders (the “Trust Fund”) 1940, as amended, in a trust account(the “Trust Account”) maintained account administered by Continental Stock Transfer & Trust Company (the “TrusteeContinental”) at J.X. Xxxxxx Cxxxx Bank, N.A., and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December 22account, 2020, between Parent and the Trustee (the “Trust AgreementFund”). The Trust Agreement , less such amounts, if any, as (i) Parent is valid required to pay to Redeeming Stockholders and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and (ii) Parent has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or impliedpaid under Section 1.11(b) that would cause the description out of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Parent holding shares of Parent Common Stock sold in Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock pursuant to Parent’s amended and restated certificate of incorporation) to any portion of the proceeds in the Trust AccountFund). Prior to the Closing, none of the funds held in the Trust Account Fund may be released except in accordance with that certain Investment Management Trust Agreement, dated as of November 10, 2020 (the “Trust Agreement Agreement”), by and between Parent and Continental, Parent’s amended Charter Documents and restated certificate of incorporationthe Final Prospectus. Parent has performed all material obligations required to be performed by it to date under, and is not in material default default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge of Parent, and no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default or breach thereunder. There are no claims or proceedings pending with respect to the Trust AccountFund. Since February 1November 10, 20232020 through the Agreement Date, Parent has not released any money from the Trust Account Fund (other than interest income earned on the principal held in the Trust Fund as permitted by the Trust Agreement). The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Parent, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. As of the Effective Time, subject to the upon approval by Parent and the holders of Parent Common Stock of the Amended Parent CharterStockholder Matters, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation Charter Documents shall terminate, and (ii) as of the Effective Time, Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation Charter Documents to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreementhereby. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) Stockholder shall be entitled to receive any amount from the Trust Account Fund except to the extent such stockholder shall have elected Parent Stockholder is a Redeeming Stockholder. Assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its obligations hereunder, neither Parent nor Merger Sub has any reason to tender its shares believe that any of the conditions to the use of funds in the Trust Fund will not be satisfied or that funds available in the Trust Fund will not be available to Parent Common Stock for redemption pursuant and Merger Sub on the Closing Date. Neither Parent nor Merger Sub has any legally binding agreement, arrangement or understanding to Parent’s amended and restated certificate of incorporation (enter into or incur, any obligations with respect to or under any indebtedness other than Parent Borrowings in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation)the transactions contemplated herein.

Trust Fund. As of April 4, 2023the date of this Agreement, Parent has at least $20.3 million 13,500,000 in the trust fund established by Parent for the benefit of its public stockholders (the “Trust Fund”) in a trust account(the account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx Bank, N.A., and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December 228, 2020, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Parent holding shares of Parent Common Stock Class A Shares sold in Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock Class A Shares pursuant to Parent’s amended and restated certificate of incorporation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporation. The Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation).

Trust Fund. As of April 4November 21, 20232022, the Parent has at least $20.3 million 48,689,666.21 in the trust fund established by the Parent for the benefit of its public stockholders (the “Trust Fund”) in a trust account(the “Trust Account”) account at Xxxxxx Xxxxxxx in the United States, maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx Bank, N.A.acting as trustee (the “Trust Account”), and substantially all of such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December 22, 2020, between Parent and the Trustee (the “Trust Agreement”). The Investment Management Trust Agreement is valid and in full force and effect and is a legal, valid and binding obligation of Parent and the Trustee, enforceable in accordance with its terms. Except as disclosed in Parent SEC Documents, except as may be limited by the Enforceability Exceptions, and Investment Management Trust Agreement has not been amended terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate agreements, side letters Contracts or other agreements arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Investment Management Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or or, to the knowledge of the Parent, that would entitle any Person (other than stockholders (i) in respect of the deferred underwriting commissions or Taxes set forth on Schedule 6.8, (ii) the holders of Parent holding shares of Parent Common Stock sold in Parent’s IPO Securities prior to the Effective Time who shall have elected to redeem their shares of Parent Common Stock Ordinary Shares pursuant to the Parent’s amended Organizational Documents or (iii) if Parent fails to complete a “Business Combination” as such term is defined in Parent’s Organizational Documents within the allotted time period and restated certificate liquidates the Trust Fund, subject to the terms of incorporationthe Investment Management Trust Agreement, Parent in limited amounts to permit Parent to pay the expenses of the Trust Account’s liquidation and dissolution, and then Parent’s public shareholders) to any portion of the proceeds funds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporation. Parent has performed all material obligations are required to be performed by it released, except to date underpay Taxes from any interest income earned in the Trust Account, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, to redeem Parent Ordinary Shares pursuant to the Trust Parent’s Organizational Documents. As of the date of this Agreement, andthere are no Actions pending or, to the Knowledge knowledge of the Parent, no event has occurred whichthreatened, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation).

Trust Fund. (a) As of April 4, 2023the day immediately preceding the date hereof, Parent has at least approximately $20.3 115 million invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 in a trust fund established account administered by Parent for the benefit of its public stockholders Continental (the “Trust Fund”) in a trust account(the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx Bank), N.A., and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the that certain Investment Management Trust Agreement by and between Parent and Continental, dated as of December 22October 14, 2020, between Parent and the Trustee 2020 (the “Trust Agreement”). The Trust Fund shall be utilized in accordance with Section 5.10 hereof and the Trust Agreement. (b) The Trust Agreement has not been amended or modified and is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the Enforceability Exceptionsavailability of equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder, and has there does not been amended exist under the Trust Agreement any event which, with the giving of notice or modifiedthe lapse of time, would constitute such a breach or default by Parent or, to Parent’s Knowledge, the trustee under the Trust Agreement. There are no separate agreementsContractual Obligations, side letters or other agreements or understandings (whether written or unwritten, express or implied): (i) between Parent and Continental that would cause the description of the Trust Agreement in the Parent SEC Documents Reports to be inaccurate in any material respect respect; or (ii) to Parent’s Knowledge, that would entitle any Person (other than stockholders of Parent holding shares of Parent Class A Common Stock sold in Parent’s IPO initial public offering who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to Parent’s amended and restated certificate of incorporationCharter Documents) to any portion of the proceeds in the Trust AccountFund, except as described in the Parent SEC Reports. Prior to the Closing, none of the funds held in the Trust Account Fund may be released except except: (A) interest income earned on the Trust Fund to pay taxes; and (B) to redeem Parent Class A Common Stock in accordance with the Trust Agreement and provisions of Parent’s amended and restated certificate of incorporation. Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunderCharter Documents. There are no claims or proceedings Actions pending or, to Parent’s Knowledge, threatened in writing with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation)Fund.

Trust Fund. As of April 4, 2023the date of this Agreement, Parent has at least $20.3 million 203,277,865 in the trust fund established by Parent for the benefit of its public stockholders (the “Trust Fund”) in a trust account(the account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. X.X. Xxxxxx Cxxxx Xxxxx Bank, N.A., and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December 22, 2020, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Parent holding shares of Parent Common Stock sold in Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock pursuant to Parent’s amended and restated certificate of incorporation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporation. Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1January 25, 20232021, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, Time and subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation).

Trust Fund. (a) As of April 4, 2023the day immediately preceding the date hereof, Parent has at least approximately $20.3 345 million invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 in a trust fund established account administered by Parent for the benefit of its public stockholders Continental (the “Trust Fund”) in a trust account(the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx Bank), N.A., and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the that certain Investment Management Trust Agreement by and between Parent and Continental, dated as of December 22February 4, 2020, between Parent and the Trustee 2021 (the “Trust Agreement”). The Trust Fund shall be utilized in accordance with ‎Section 5.10 hereof and the Trust Agreement. (b) The Trust Agreement has not been amended or modified and is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the Enforceability Exceptionsavailability of equitable remedies. Parent has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder, and has there does not been amended exist under the Trust Agreement any event which, with the giving of notice or modifiedthe lapse of time, would constitute such a breach or default by Parent or, to Parent’s Knowledge, the trustee under the Trust Agreement. There are no separate agreementsContractual Obligations, side letters or other agreements or understandings (whether written or unwritten, express or implied): (i) between Parent and Continental that would cause the description of the Trust Agreement in the Parent SEC Documents Reports to be inaccurate in any material respect respect; or (ii) to Parent’s Knowledge, that would entitle any Person (other than (a) in respect of deferred underwriting commissions or Taxes or (b) stockholders of Parent holding shares of Parent Class A Common Stock sold in Parent’s IPO initial public offering who shall have elected to redeem their shares of Parent Class A Common Stock pursuant to Parent’s amended and restated certificate of incorporationCharter Documents) to any portion of the proceeds in the Trust AccountFund, except as described in the Parent SEC Reports. Prior to the Closing, none of the funds held in the Trust Account Fund may be released except except: (A) interest income earned on the Trust Fund to pay taxes; and (B) to redeem Parent Class A Common Stock in accordance with the Trust Agreement and provisions of Parent’s amended and restated certificate of incorporation. Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunderCharter Documents. There are no claims or proceedings Actions pending or, to Parent’s Knowledge, threatened in writing with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation)Fund.

Trust Fund. As of April 4, 2023the Signing Date, Parent has at least $20.3 million 57,500,000 in the trust fund established by Parent for the benefit of its public stockholders (the “Trust Fund”) in a trust account(the account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx Bank, N.A., located in the United States and such monies are invested in “specified U.S. government securities” (as such term is defined treasury bills or in the Investment Company Act of 1940) specified money market fund and held in trust by the Trustee pursuant to the Investment Management Trust Agreement trust agreement dated as of December 22, 2020the date of the Prospectus, between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders of Parent holding shares of Parent Common Stock sold in Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock pursuant to Parent’s amended and restated certificate of incorporation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporation. The Parent has performed all material obligations required to be performed by it to date underunder the Trust Agreement, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent Charter, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Parent Common Stock for redemption pursuant to Parent’s amended and restated certificate of incorporation (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation).

Trust Fund. As of April 4August 28, 20232024, Parent has at least $20.3 million 160,166,724.15 in the trust fund established by Parent for the benefit of its public stockholders shareholders (the “Trust Fund”) in a trust account(the account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at J.X. Xxxxxx Cxxxx Bank, N.A.), and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940) and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of December 22July 24, 20202023, between Parent and the Trustee (as amended, the “Trust Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except as may be limited by the Enforceability Exceptions, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or that would entitle any Person (other than stockholders public shareholders of Parent holding shares of Parent Common Stock Ordinary Shares sold in Parent’s IPO who shall have elected to redeem their shares of Parent Common Stock Ordinary Shares pursuant to Parent’s amended and restated certificate of incorporationthe Parent Articles) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement and Parent’s amended and restated certificate of incorporationthe Parent Articles. Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the Knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since February 1, 2023, Parent has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, Time and subject to the approval by Parent and the holders of Parent Common Stock of the Amended Parent CharterOrdinary Shares, (i) the obligations of Parent to dissolve or liquidate pursuant to Parent’s amended and restated certificate of incorporation the Parent Articles shall terminate, and (ii) Parent shall have no obligation whatsoever pursuant to Parent’s amended and restated certificate of incorporation the Parent Articles to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated by this Agreement. Following the Effective Time, no stockholder shareholder of Parent (other than the underwriters of the IPO or Authority for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder a Parent’s public shareholder shall have elected to tender its shares of Parent Common Stock Ordinary Shares for redemption pursuant to Parent’s amended and restated certificate of incorporation the Parent Articles (or in connection with an extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporationthe Parent Articles).